WIND ENERGY LEASE AGREEMENT - Wyoming State Lands

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v. 08/2010 Article 13 MISCELLANEOUS 13.1 Ownership of Windpower Facilities. Owner shall have no ownership or other interest in the Lessee Improvements installed on the Property. 13.2 Net Lease. Lessee and Owner acknowledge and agree that Owner shall not be required to make any expenditure, incur any obligation, or incur any liability of any kind whatsoever in connection with the ownership, construction, operation, maintenance, repair or reconstruction of the Lessee Improvements. 13.3 Requirements of Governmental Agencies. Lessee, at its expense, shall comply in all material respects with valid laws, ordinances, statutes, orders, and regulations of any governmental agency applicable in connection with its possession of, construction upon and use of the Property. Lessee shall have the right, in its sole discretion, to contest by appropriate legal proceedings, the validity or applicability to the Property or Windpower Facilities of any law, ordinance, statute, order, regulation, property assessment, or the like now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity. Owner will not interfere in such contest provided, however, this provision shall not apply to any law, ordinance, statute, order, regulation, property assessment, or the like that is applicable to all state trust lands or the Owner’s fiduciary obligations with respect to those lands. Any such contest or proceeding shall be controlled and directed by Lessee; provided, however, in the event Owner is required to be a party in any such proceeding under applicable law or is requested to be a party by Lessee, it may control and direct its participation in such proceeding at no out-of-pocket expense to either party. 13.4 Hazardous Materials. (a) Lessee’s use, possession, or control of the Property shall not cause the contamination or pollution of any environmental medium, including soil, surface waters, groundwaters, sediments, and surface and subsurface strata, ambient air or any other environmental medium in, on, or under, the Property, by any waste, pollutant, or contaminant in violation of Environmental Laws. Lessee shall use the degree of care required by applicable Environmental Laws to prevent the contamination or pollution of the Property. Lessee and its Sublessees, contractors or agents shall not bring on the Property any Hazardous Materials, except in compliance with Environmental Laws or in ordinary products commonly used in connection with the permitted use of Property and stored in the proper manner and quantities and in accordance with all applicable Environmental Laws. Any such products, including but not limited to oils or solvents, which become a regulated waste when spent shall be manifested and removed for offsite disposal at an authorized facility in accordance with applicable law. Lessee shall not engage in or allow any activity on the Property that requires a solid or hazardous waste management permit without specific prior written approval from Owner. WIND ENERGY LEASE AGREEMENT BETWEEN STATE OF WYOMING, BOARD OF LAND COMMISSIONERS AND * PAGE 24 OF 32
v. 08/2010 (b) Lessee’s violation of the foregoing prohibition shall constitute a material breach and default hereunder and Lessee shall indemnify, hold harmless and defend Owner from and against any claims, damages, penalties, liabilities, and costs (including reasonable attorney’s fees and court costs) caused by or arising out of (i) a violation of the foregoing prohibition; or (ii) the release or disposal of any Hazardous Materials on, under, or about the Property by Lessee or its agents, directors, officers, servants, employees, contractors, invitees, customers, guests or licensees. In conformance with the requirements of applicable law, Lessee shall clean up, remove, remedy and repair any soil or ground water contamination and damage caused by the release or disposal of any Hazardous Materials in, on, under, or about the Property, by Lessee or its agents, directors, officers, servants, employees, contractors, invitees, customers, guests or licensees. Lessee shall immediately give Owner written notice of any breach or suspected breach of this Paragraph 13.4, upon learning of the presence or any release of any Hazardous Materials, or upon receiving notice from any governmental agency pertaining to Hazardous Materials which may affect the Property. The obligations of Lessee hereunder shall survive the expiration or earlier termination, for any reason, of this Lease Agreement. (c) Owner represents that, to Owner’s actual knowledge, without duty of inquiry or investigation, (i) there is no environmental contamination, pollution, or similar condition in or under the Property and there has been no environmental contamination, pollution or similar activity at the Property, and (ii) Owner currently has no liability under any environmental law in connection with the Property, and (iii) Owner has not received any notice of any environmental liability or any alleged violation of any law involving protection of the environment or Hazardous Materials with respect to the Property. 13.5 No Interference; Compatible Use of the Property. (a) Owner's activities and any grant of rights to the Property, all granted under one or more grazing lease, mineral lease, special use lease, temporary use permits, or easement that Owner makes to any person or entity subsequent to the Effective Date shall not (i) unreasonably interfere with Lessee’s construction, installation, maintenance, removal, or operation of the Lessee Improvements, located on the Property; Lessee’s access over the Property to such Lessee Improvements; or the undertaking of any other activities permitted by this Lease Agreement; or, (ii) require Lessee to relocate or remove any of Lessee’s Improvements located on the Property. (b) No transfer of Mineral ownership, Mineral rights, or the creation of any agency or representative relationship whatsoever, is intended or granted to Lessee by or through this Lease Agreement. This Lease Agreement is subject to any and all Existing Uses which now cover some or all of the Property. Owner recognizes that Lessee, and its Assignees and Sublessees, cannot undertake Wind Energy Development, including but not limited to the commitment to develop, construct and operate Lessee Improvements on the Property, if there is or may occur any development or exploitation of Mineral Resources on or under the Property which would in any way interfere with or adversely affect the WIND ENERGY LEASE AGREEMENT BETWEEN STATE OF WYOMING, BOARD OF LAND COMMISSIONERS AND * PAGE 25 OF 32
Page 1 and 2: v. 08/2010 WIND ENERGY LEASE AGREEM
Page 3 and 4: v. 08/2010 1.17 Minerals and Minera
Page 5 and 6: v. 08/2010 property of every kind a
Page 7 and 8: v. 08/2010 TERM 4.1. Term. This Lea
Page 9 and 10: v. 08/2010 The base for computing t
Page 11 and 12: v. 08/2010 6.4 Interest. If Lessee
Page 13 and 14: v. 08/2010 (a) Owner's Authority. O
Page 15 and 16: v. 08/2010 Assignee, and Lender Ass
Page 17 and 18: v. 08/2010 Paragraph 10.2. If Lesse
Page 19 and 20: v. 08/2010 this Lease Agreement, by
Page 21 and 22: v. 08/2010 performance, and authori
Page 23: v. 08/2010 Owner shall have agreed
Page 27 and 28: v. 08/2010 (d) Lessee has had and w
Page 29 and 30: v. 08/2010 the prior written consen
Page 31 and 32: v. 08/2010 applicable, Lessee shall

WIND ENERGY LEASE AGREEMENT - Wyoming State Lands

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